March 30, 2026

Q1 Recap on Proposed Legislation Affecting Healthcare Consolidation

Jacob Barrera, Madison Houghton, Jason Maniscalco, Harshita Rathore, John Saran, Tom Stephenson Holland & Knight LLP + Follow Contact LinkedIn Facebook X Send Embed

Highlights

• The first quarter of 2026 has seen a wave of newly proposed legislation by the U.S. Congress and states that seek to broaden their review of healthcare consolidation.
• On the federal side, there have been fewer updates, but they are significant. The pending challenge to the Federal Trade Commission's new Hart-Scott-Rodino rules was successful, causing a return to the old rules while appeals are pending.
• At the state level, the focus has shifted from private equity to all stakeholders, including real estate investment trusts, management services organizations and health insurers. States have also revisited the corporate practice of medicine doctrine and considered private rights of action for violations. As predicted in Holland & Knight's year-end 2025 report, the first quarter of 2026 has seen a wave of newly proposed legislation by states that seek to broaden their review of healthcare consolidation. The focus has shifted from private equity to all stakeholders, including real estate investment trusts (REITs), management services organizations (MSOs) and health insurers. States have also revisited the corporate practice of medicine (CPOM) doctrine and, in a new turn of events, considered private rights of action for violations. However, despite the momentum earlier in the year, as of publication of this Holland & Knight alert, more state bills have failed to progress than have successfully been enacted. There are active battlegrounds across the country between both sides of the discussion.

Final Q1 Scoreboard

• Bills Passed: 2
• Bills Stalled: 10
• Remaining Battleground States: 10 On the federal side, there have been fewer developments, but they are significant. The Federal Trade Commission's (FTC) new Hart-Scott-Rodino (HSR) rules were successfully challenged, causing a return to the old rules while appeals are pending. Moreover, the U.S. Congress recycled legislation from 2024 targeting private equity investment in healthcare and introduced a new potential ban on Medicare enrollment for private equity-controlled hospitals and nursing homes. And finally, as of March 20, 2026, FTC Chair Andrew Ferguson published a memorandum directing the formation of a Healthcare Task Force to take a coordinated, integrated approach to healthcare enforcement and advocacy to protect the American people from unfair or deceptive practices and unfair methods of competition.

It is still too early to tell if federal and state efforts to scrutinize healthcare consolidation will be more successful in 2026 than in prior years, but so far, the momentum following successes in California and Oregon in 2025 has been tempered. Movement in Congress on the federal bills is not expected.

Click on the links below to jump to the section most relevant for your organization.

• Federal Legislation
• State Efforts: West Coast
• State Efforts: East Coast
• State Efforts: Midwest

New HSR Rules Vacated

On February 12, 2026, the U.S. District Court for the Eastern District of Texas vacated the FTC's 2024 HSR Final Rule that dealmakers have been following for transactions since February 10, 2025. The FTC sought a stay of the order, temporarily reinstating the rules for a month, but could not convince the U.S. Court of Appeals for the Fifth Circuit, which denied the stay on March 19, 2026. As a result, the pre-February 2025 HSR rules are now in effect, and HSR filers should rely on pre-February 2025 documentation and information requirements. The FTC's appeal brief is due on April 20, 2026.

Holland & Knight's Antitrust Team is closely monitoring the appeal and is available to assist HSR filers comply with the pre-February 2025 HSR rules. (See Holland & Knight's previous alert, " Hart-Scott-Rodino Filings: Everything Old Is New Again, At Least for Now," March 20, 2026.)

Federal Legislation

Stop Corporate Crimes Against Health Care Act of 2026

On February 11, 2026, Sens. Elizabeth Warren (D-Mass.), Ed Markey (D-Mass.), Richard Blumenthal (D-Conn.), Peter Welch (D-Vt.) and Jeff Merkley (D-Ore.), along with Rep. Maggie Goodlander (D-N.H.), reintroduced a bill first introduced in 2024, the Stop Corporate Crimes Against Health Care Act of 2026, which aims to root out perceived corporate control of the healthcare system.

The Stop Corporate Crimes Against Health Care Act of 2026 creates new federal crimes carrying up to six years of prison time, allows the government to claw back up to 10 years of executive compensation and imposes civil penalties of up to five times the clawback amount when executives' actions contribute to patient injury or death after an ownership or control change. The bill also targets private equity and REIT investment models by restricting certain sale‑leaseback arrangements, increasing ownership and financial transparency, and limiting tax advantages tied to REIT involvement in healthcare, with the stated goal of restricting control of hospitals, nursing homes and other providers.

Take Back Our Hospitals Act

On March 23, 2026, Sen. Chris Murphy (D-Conn.) and Rep. Mary Gay Scanlon (D-Pa.) introduced the Take Back Our Hospitals Act of 2026, which would prohibit Medicare payments to any hospital or skilled nursing facility that is "owned or controlled" by a "covered firm" or an affiliate thereof. The bill defines "covered firm" broadly to include private equity funds, corporations owned or controlled by private equity funds, and REITs.

New FTC Task Force

On March 20, 2026, Chair Ferguson directed the FTC to form a Healthcare Task Force to coordinate and intensify the FTC's enforcement and advocacy efforts across the healthcare industry. The Task Force will serve as a centralized forum for information sharing and coordinated strategy and lead targeted enforcement and advocacy initiatives, develop agency‑wide approaches to new and emerging investigations, pursue amicus and statement‑of‑interest opportunities, and conduct ongoing horizon‑scanning to identify emerging risks. The formation of the Healthcare Task Force signals a more coordinated and proactive enforcement posture across the entire healthcare spectrum, including, but not limited to, health systems, private equity and health insurers.

The Healthcare Task Force will comprise the FTC's Bureau of Competition, Bureau of Consumer Protection, Bureau of Economics, Office of Policy Planning and Office of Technology, reflecting the agency's dual competition and consumer protection mandate. Additionally, the Healthcare Task Force will seek expanded collaboration with agencies such as the U.S. Department of Health and Human Services (HHS) and U.S. Department of Justice (DOJ), underscoring the breadth and scope of the task force.

Holland & Knight's Antitrust Team will closely follow the development and actions of the Healthcare Task Force.

State Efforts: West Coast

Arizona

There were two bills introduced in Arizona that renewed the debate about health insurer affiliations with providers and ongoing engagement of providers and insurers in and out of network billing processes.

House Bill (HB) 2308, introduced on January 21, 2026, would prohibit dental insurers and their holding companies from holding any ownership interest in business organizations that provide board-regulated dental services and are registered with the dental board. It would also bar individuals with revoked or surrendered dental licenses from holding a majority ownership interest in registered entities. The bill was engrossed and transmitted to the Senate as of March 2026.

HB 2211 would have deemed it unprofessional conduct for a podiatrist, licensed physician or nurse to submit an offer to an independent dispute resolution (IDR) entity that exceeds 300 percent of the approved Medicare reimbursement or 300 percent of the qualified payment amount. Additionally, the bill would have required health insurers to remit payment of all amounts due to a nonparticipating healthcare provider or facility in connection with an IDR proceeding within a 30-day time period. However, after significant industry participation that made national news, the bill was held back and is not expected to advance.

California

On February 10, 2026, Gov. Gavin Newsom signed Senate Bill (SB) 25, California's Uniform Antitrust Premerger Notification Act (UAPNA) into law. Beginning January 2027, the new law will require merging parties with either 1) a principal place of business in California or 2) annual net sales in California of at least $26.78 million to notify the California attorney general (AG) of their transaction. State-level antitrust laws have become increasingly popular as state attorneys general pursue antitrust enforcement, even when they depart from federal guidelines. However, unlike federal HSR law, SB 25 does not impose a preclosing waiting period on parties contemplating a transaction – here, the notice requirement runs parallel to the HSR waiting period. The AG may share information with the FTC, DOJ Antitrust Division and, after providing advanced notice to the parties, other states that have adopted the UAPNA or substantively equivalent legislation, provided that the other states acts' confidentiality provisions are of the same standard as the UAPNA.

In 2025, California passed Assembly Bill (AB 1415), about which Holland and Knight previously reported. The bill is California's latest effort to subject MSO and private equity transactions to the state's Office of Health Care Affordability (OHCA) review process. The law designates MSOs as "noticing entities" that would be subject to reporting obligations – the regulatory framework of which is still being hammered out. OHCA initially announced that it would promulgate new regulations in spring 2026, but that timeline has been pushed back until later in the year. There are current FAQs for the interim period, but now is the time for California MSO and private equity stakeholders to get involved in the discussion.

Colorado

Colorado tried a second time to pass healthcare transaction-focused legislation but ultimately was not successful.

SB 26-041 would have amended the state's mini-HSR framework by adding broadly defined "material change transactions" affecting healthcare entities. Material change transactions include acquisitions, consolidations, joint negotiation arrangements with insurers and series of transactions over five-year periods, with exclusions for corporate reorganizations, transactions under $10 million and certain management contracts.

Parties must submit written notice to the AG at least 60 days before closing, with tiered revenue thresholds of $5 million for healthcare providers and $15 million for broader entities. Even though this statute provided a waiting period, there is injunctive relief that could burden the transaction. The Senate voted in early March 2026 to postpone this legislation indefinitely.

Hawaii

SB 3175, introduced on January 28, 2026, would establish a state oversight framework for material healthcare transactions. The bill would require healthcare entities to provide written notice to the State Health Planning and Development Agency (SHPDA) at least 180 days before any material healthcare transaction, broadly defined to include mergers, acquisitions, affiliations, joint ventures, asset transfers or other arrangements resulting in a change of control or material influence over a healthcare entity. Required disclosures would include transaction structure, all parties and affiliates, market shares by service line, pricing and premium impacts, workforce effects and planned service changes.

SHPDA would conduct a public interest review considering whether the transaction would increase healthcare costs, reduce access to care or essential services, lessen competition, harm healthcare workers, or shift costs to public health systems, and it could approve, conditionally approve or disapprove the transaction.

Uniquely, the bill would require legislative approval by concurrent resolution for vertical consolidation transactions in which the combined entity would control 25 percent or more of any relevant market and the transaction is projected to result in price or premium increases that exceed state benchmarks or increase public expenditures. Failure of the legislature to act would constitute a denial. Penalties would include civil fines of up to $1 million per offense (with each day constituting a separate violation), injunctive relief and potential unwinding of the transaction.

New Mexico

SB 450, the Corporate Practice of Medicine Act, was introduced on February 19, 2025, but has failed to advance. SB 450 would have prohibited healthcare entities from interfering with clinical decision-making and further restricted their ability to control patient medical records, hire or fire clinical staff based on competency, set parameters for payer contracts, make coding and billing decisions, and approve medical equipment selections. The bill broadly defined "healthcare entity" to include hospitals, providers, telemedicine providers, healthcare staffing companies, MSOs, and organizations of providers or facilities, while excluding federally qualified health centers (FQHCs) and independent practices.

Most notably, it included a private right of action, allowing any person injured by a CPOM violation to sue in district court for damages, punitive damages, injunctive relief and reasonable attorneys' fees. The AG was also authorized to bring enforcement actions seeking injunctive relief and restitution. Had this proceeded forward, it would have been one of the first CPOM frameworks to include a private right of action.

Oregon

In 2025, Oregon's CPOM law, SB 951, and its accompanying amendment, HB 3410A, passed after two years of legislative efforts. The bill went into effect on January 1, 2026, for new MSO arrangements and those platforms that undergo changes of control. Though stakeholders initially may have been surprised by the new requirements that affect the MSO model, with the passage of time they have increasingly been able to navigate the new requirements.

In the wake of its implementation and recent public disputes between independent providers and those doing business with investor-backed MSOs, Oregon is already considering its enforcement posture and how the new CPOM law intersects with the Oregon Health Authority's ability to review transactions and contractual changes.

Washington

So far in 2026, Holland & Knight has reported on two proposed bills in Washington that aim to increase CPOM restrictions and amend current reporting requirements.

In early January, the legislature reintroduced the Second Substitute SB 5387, which would have codified and expanded the state's CPOM doctrine and specifically targeted the MSO model by introducing statutory requirements for the ownership and governance of professional corporations (PCs). The bill failed to move forward a second time.

Also in early January, Substitute HB 2548 was introduced to expand the types of transactions that trigger prenotification requirements to the state's AG. The bill passed through the House in mid-February and then spent two weeks in the Senate before being approved. As previously detailed, the original bill would have required written notice to the AG to identify any person or entity with an ownership, investment or controlling interest of at least 25 percent of any party. However, that language was stricken from the final text by the Senate and then concurred by the House. Gov. Bob Ferguson signed the bill on March 25, 2026.

State Efforts: East Coast

Connecticut

Connecticut has introduced four bills since the start of 2026:

• HB 5045 proposes a comprehensive overhaul of Connecticut's certificate of need (CON) program. The bill creates a three-member panel with support from analysts at the Department of Public Health (DPH) and extends review requirements to capture transactions not previously subject to review, including the sale of hospital property to a REIT, sale of a majority share of a physician practice to a private equity firm and use of complex corporate structures, including MSOs.
• HB 5316 prohibits REITs from acquiring or increasing any operational control over a hospital or health system starting on October 1, 2026. Then, starting on October 1, 2027, the bill disallows any hospital or health system from entering into a sale-leaseback transaction. It is notable that this is not the first time Connecticut has attempted to pass REIT-restrictive legislation: Last year, SB 1507 was introduced for the same purpose but was ultimately tabled. And laws of this same nature already exist in Massachusetts, where in 2025 the state passed a bill designed to more closely monitor REIT ownership of healthcare facilities. Louisiana and Pennsylvania have also been recent battlegrounds for REIT restrictions.
• HB 5398 updates the existing AG reporting statute by broadening the net and requiring 60 days' notice of any material change transaction. The new bill updates the existing statute to include definitions for "group practice," "healthcare entity," "healthcare provider" and MSOs and by further clarifying the notification requirements. Because Connecticut was one of the original states with material change transaction statutes, state legislators and authorities have expressed that a bill like this is long overdue.
• Proposed SB 196 focuses specifically on private equity control of hospitals. On or after October 1, 2026, no hospital may enter into a sale-leaseback transaction unless it complies with the bill's new process, which requires the hospital's governing body to approve the transaction to avoid financial distress and provides for up to a 10-day post-closing notice to the Connecticut DPH and AG. The bill also requires that by October 1, 2026, and annually thereafter, each hospital submit an attestation to the DPH confirming that 1) no private equity firm has a controlling interest in the hospital and 2) no private equity firm is permitted to influence the hospital's adoption of a clinical policy that affects time spent with patients, triage and admit decisions, discharge timing, clinical status, codes entered into medical records and diagnostic tests for patients. Notably, joint ventures are still permitted under the bill. SB 196 received a Joint Favorable Substitute report from the Public Health Committee on March 2, 2026, with substitute language that would push the start date to February 2027 and prohibit sale-leaseback transactions by removing the exception for hospitals in financial distress.

Maine

As reported in Holland & Knight's 2025 roundup, Maine's Commission to Evaluate Regulatory Review and Oversight of Health Care Transactions considered new legislative proposals, including several different outlines for notice requirements. Based on the commission's recommendations, the Health Coverage, Insurance and Financial Services Committee introduced five bills in the 132nd Legislature's Second Regular Session, each implementing a distinct recommendation:

• Legislative Document (LD) 2197 (House Paper (HP) 1476) . Prohibit the sale and leaseback of a healthcare entity's main campus to a REIT
• LD 2198 (HP 1477) . Impose a limit on the debt-to-equity ratio in transactions involving healthcare entities
• LD 2199 (HP 1478) . Prohibit interference with the professional judgment and clinical decisions of licensed healthcare professionals
• LD 2201 (HP 1480) . Establish a comprehensive review framework for material change transactions involving private equity companies, hedge funds or MSOs

• LD 2202 (HP 1481) . Require healthcare entities to provide premerger notification to the AG
  Of these five bills, three – LD 2197, LD 2198 and LD 2199 – were voted "Ought Not to Pass" by the committee and reported out with that recommendation on February 26, 2026. The remaining two bills have advanced: LD 2201 was voted "Ought to Pass as Amended" on February 25, 2026, and LD 2202 was voted "Ought to Pass" on February 25, 2026.

• LD 2201 (HP 1480), which would take effect January 1, 2027, if enacted, would establish a comprehensive review framework for material change transactions. The bill requires healthcare entities to file written notice with the state's Department of Health and Human Services (DHHS) at least 180 days before completing any transaction in which a private equity company, hedge fund or an MSO acquires a majority interest or operational control, and authorizes DHHS to approve, conditionally approve or disapprove the transaction following a preliminary review. A comprehensive review, including a cost and market impact report, is required for transactions involving assets of more than $100 million, those that would lessen competition, or those likely to materially impact healthcare cost, quality, equity or access. The bill also provides for post-closing compliance audits, administrative penalties of $10,000 per day for violations, AG enforcement authority, and annual ownership and control reporting requirements for healthcare entities, with the first public posting due by July 1, 2028.

• LD 2202 (HP 1481) would require a healthcare entity filing a premerger notification under the HSR Act to concurrently file a complete electronic copy of the HSR form and additional documentary material with the Maine AG. The requirement applies when the healthcare entity has its principal place of business in Maine or has annual revenue in Maine of at least 20 percent of the HSR filing threshold. Information provided to the AG would be confidential, though it may be shared with federal antitrust agencies or attorneys general of other states with equivalent confidentiality protections. Failure to provide notice would constitute a civil violation subject to a penalty of up to $10,000 per day of noncompliance.

Maryland

HB 632, introduced on January 30, 2026, and assigned to the Health Committee, would exempt psychiatric healthcare facilities and psychiatric and mental health services from the state's CON requirement. The bill alters the definition of "medical service" by removing psychiatry and any subcategory of psychiatry from the enumerated categories of healthcare services that trigger CON review. The bill also removes references to psychiatry from the list of medical services whose expansion requires a CON. If enacted, the bill would take effect October 1, 2026.

HB 944, introduced on February 5, 2026, and assigned to the Health Committee, would repeal the CON exemption for certain mergers and establish a new public interest review process for material change transactions involving healthcare entities. The bill defines "material change transaction" broadly to include mergers, acquisitions, changes of control, formation of MSOs and real estate transactions involving healthcare entities with at least $10 million in total assets or annual revenues. Healthcare entities would be required to provide at least 90 days' notice of a material change transaction to the Maryland Health Care Commission and public. Within 30 days of receiving a complete notice, the executive director must determine whether the transaction is subject to a public interest review, considering factors such as market power, competition effects and the potential impact on cost, quality, equity or access to healthcare services. If a public interest review is conducted, the executive director has 60 days to approve, approve with conditions or deny the transaction. The bill authorizes civil penalties of up to 1 percent of the transaction value for violations and provides for judicial review of Commission decisions. If enacted, HB 944 would take effect October 1, 2026.

Massachusetts

In February 2026, Holland & Knight reported that the Massachusetts Health Policy Commission (HPC) had proposed amendments to three regulations that would expand its regulatory authority over healthcare transactions, investor oversight and agency funding. The proposed changes would revise registration requirements for larger provider organizations and entities with private equity involvement, prompting stakeholders to take a closer look at whether reporting might be required in 2026. A public hearing on all proposed regulations was held on March 12, 2026, and it is expected that HPC will finalize the rules at its meeting on April 16, 2026.

New Hampshire

SB 666, introduced on February 4, 2026, would have created both a transaction reporting framework and additional CPOM restrictions. The bill, known as the "Keep Wall Street Out of Health Care Act," took specific aim at private equity and for-profit ownership of healthcare providers. Its enforcement mechanisms included civil actions seeking injunctive relief, civil penalties, and divestiture or rescission of transactions. On March 6, 2026, the Senate voted to refer the bill to interim study, effectively stalling its progress for the current session. If ultimately enacted, the regulatory provisions would take effect on July 1, 2027.

New York

In January 2026, Gov. Kathy Hochul released the fiscal year 2026-2027 Executive Budget, which largely reintroduced proposed amendments to Public Health Law Article 45-A (Disclosure of Material Transactions) that appeared in last year's budget but were ultimately not enacted. Key proposals included requiring additional preclosing disclosures, five-year post-closing reporting to the state's Department of Health (DOH) and granting DOH authority to conduct preliminary reviews of all proposed transactions, with full cost and market impact reviews for transactions valued at $100 million or more, potentially delaying closing by up to 180 days. If enacted, the material transaction amendments would take effect one year after becoming law. For further analysis of the proposed budget, see Holland & Knight's Healthcare Blog post, " New York Gov. Hochul's FY 2026-27 Executive Budget Revives Material Transaction Law Amendments," January 23, 2026.

AB 9042, introduced in September 2025 and reconsidered in January 2026, would amend the Agriculture and Markets Law to require veterinary clinics to file notice with the AG before completing certain transactions. The bill broadly defines "veterinary clinic" to include practices, groups and MSOs providing administrative or management services to veterinary practices. A "material change" would be triggered by sales, transfers or encumbrances of $200,000 or more of a clinic's assets, mergers or acquisitions, contracting affiliations or material capital distributions. The acquiring entities would be required to submit written notice with supporting documentation no later than 14 days after a transaction is agreed to and before consummation. The DOH would be required to immediately forward the notice to the AG's antitrust, healthcare and charities bureaus for a public interest review. The bill would also prohibit transactions that are "against the public interest," defined as those resulting in reduced competition, increased costs, reduced quality or access to veterinary care, or reduced access in rural or disadvantaged communities. The AG would have 90 days to make a determination and could seek injunctive relief to block transactions found to be against public interest.

AB 9012, introduced in 2025 and reintroduced in January 2026, has stalled. It would have prohibited nonphysician MSOs from holding majority shares in or serving as directors of PCs organized to practice medicine.

SB 9192, introduced on February 12, 2026, would amend the General Obligations Law to prohibit overlapping ownership or control between health insurance companies and healthcare providers. Notably, the bill applies to most healthcare providers, defining "healthcare provider" to encompass entities licensed or certified under Articles 28, 36 or 40 of the Public Health Law, as well as mental hygiene facilities, fiscal intermediaries, dispensers of pharmaceutical products or durable medical equipment, and healthcare professionals licensed under Title VIII of the Education Law. The bill also adopts a broad definition of "indirect control," capturing any agreement, arrangement, contract, ownership stake or other relationship that gives an owner or operator of a health insurance company the ability to influence or direct the operations of a healthcare provider or vice versa. This definition could potentially capture MSOs and dental service organizations, even though they are not expressly referenced. If enacted, the bill would make it unlawful for any person to directly or indirectly own, operate or control both a health insurance company and healthcare provider and would provide stakeholders three years from the effective date to divest before penalties apply. Enforcement would be through civil actions brought by the AG, with penalties of $10,000 per day for violations, plus costs and reasonable attorneys' fees. The bill was referred to the Senate Judiciary Committee and would take effect immediately upon enactment.

Pennsylvania

In January 2026, Pennsylvania lawmakers introduced HB 2115 to expand the AG's oversight of healthcare transactions by establishing new preclosing requirements and enhancing state-level antitrust enforcement authority. The act would apply to healthcare facilities, healthcare facility systems and provider organizations. "Healthcare facility systems" is defined broadly within the statute to include a parent corporation and affiliated entities under common ownership or control, including a private equity fund.

The bill would require that parties to a material change transaction – defined as any healthcare transaction that results in a merger, acquisition or contracting affiliation – give notice to the AG no less than 120 days prior to the effective date. Transactions involving out-of-state entities trigger notice if the entity generates at least $10 million in healthcare services revenue from Pennsylvania patients.

The bill is currently sitting in the House Judiciary Committee. If enacted, it would go into effect 60 days after being signed into law. Pennsylvania previously considered multiple bills in 2025 that were not successful.

Rhode Island

In January 2026, AG Peter Neronha adopted a final rule requiring premerger notification of certain material corporate transactions involving "medical practice groups," including transactions with private equity firms.

Following a period of public comment, the rule's definition of a "material change" was changed to expressly exclude medical practice group transactions involving a solo practice transferring ownership or control resulting from the death or retirement of the solo practitioner.

Rhode Island has since introduced several new bills, including three that deal with material change transaction notices and one that impose CPOM restrictions:

• HB 7172 requires the submission of a material change transaction notice to the state Department of Health and AG at least 60 days before any change would take effect. For transactions involving a "significant equity investor," the state may require additional information. For further analysis of the proposed bill, see Holland & Knight's Healthcare Blog post, " Rhode Island Enacts Transaction Notice Requirements for Medical Groups," January 27, 2026.
• Companion bills HB 7720 and SB 2492 define a material change transaction as any transaction involving a healthcare entity that has total assets of at least $10 million, either in a single transaction or a series of related transactions within a five-year period. The definition specifically captures any transaction involving an MSO, a REIT or private equity funding vehicle. The bills also require a transaction notice be sent to the Department of Health and AG but lengthens the time period to 180 days and grants both agencies the authority to approve or disapprove the transaction. Ultimately, these bills would impose a much more complex framework than HB 7172 because they would significantly increase the review time and impose a consent right.
• SB 2950 amends the Hospital Conversions Act to require any private equity company or REIT seeking direct or indirect ownership or control of a healthcare provider or provider-sponsored organization (PSO) to submit a notice of material change to the AG and deposit a bond with the Department of Health. The bond must equal one year of the provider's or PSO's average or estimated operating expenses, plus the estimated cost of hiring an independent supervisor. Critically, the private equity firm or REIT may not use the provider's or PSO's assets as security for the bond, place debt on the provider or PSO to pay for it, or otherwise shift the bond obligation to the provider or PSO. The bond must be maintained for as long as the investor owns or controls the provider or PSO and for seven years thereafter. The Department of Health may collect the bond if the provider or PSO declares bankruptcy, is at imminent risk of closure or closes a majority of its essential services, with proceeds directed toward continued patient care. The bill also prohibits the private equity firm or REIT from interfering with or controlling the clinical decisions of healthcare practitioners.
• HB 7721 and SB 2459 expand on already-existing CPOM restrictions by expressly prohibiting unlicensed individuals, corporations, partnerships or other entities from owning a medical practice or employing healthcare licensees. The legislation also regulates contracts between medical practices and MSOs. The bill creates a competing healthcare transaction/annual reporting bill to the private equity-focused HB 7172 above. These provisions look similar to the Vermont proposal, with an added private right of action, and the annual reporting bill reflects Indiana's approach (discussed below). With the addition of restrictive covenant prohibitions, the bill becomes a combination of all 2025 and 2026 proposed legislation. For a breakdown of the law, see Holland & Knight's Healthcare Blog post, " Rhode Island Seeks to Introduce Detailed CPOM Ban and Ownership," February 10, 2026.

Vermont

HB 583 proposes a comprehensive framework addressing healthcare transaction reporting and the CPOM, with a proposed effective date of July 1, 2026. The bill would prohibit certain transactions outright, including those giving a party ownership of an essential community provider's core operations, acquisitions financed through debt that would become an obligation of one or more of the healthcare entities that are party to the transaction, debt-financed dividends, affiliated-entity contracts not at fair market value, and transactions resulting in entities limiting Medicaid or Medicare patients.

The bill would also codify Vermont's CPOM doctrine, making it unlawful for unlicensed entities to own a medical practice, employ licensees or engage in the practice of medicine, with carve-outs for FQHCs, rural health clinics, nonprofit hospitals, state-owned facilities, ambulatory surgical centers and school-based clinics. The bill would heavily regulate MSO relationships, including prohibitions on certain ownership models (requiring "meaningful ownership" by licensee owners who are licensed, present in the state and substantially engaged in care delivery), dual ownership between medical practices and affiliated MSOs (unless the practice owns a majority interest in the MSO), stock transfer restriction agreements and relinquishing control of operations that may affect clinical decision-making. The bill would also void non-competition, non-disclosure and non-disparagement agreements between licensees and MSOs.

Biennial transparency reporting to the AG and Green Mountain Care Board would be required, including organizational charts, affiliate structures, significant equity investors, MSO relationships, board compensation and comprehensive financial reports. Enforcement would tie violations to the Consumer Protection Act, with penalties of up to $10,000 per violation for CPOM breaches and a minimum of $100,000 per violation for prohibited transaction and MSO contract violations. The bill passed the House of Representatives on March 20, 2026.

Virginia

HB 1458 directs the state's Department of Health and Human Resources secretary to convene a work group to study the impact of private equity on healthcare in the Commonwealth. However, the bill has been pushed to 2027, meaning it will not advance during the current legislative session, and any substantive regulatory action remains at least a year away.

West Virginia

HB 4917, introduced on January 29, 2026, and referred to the Committee on Health and Human Resources, proposes to terminate the West Virginia Health Care Authority and eliminate the state's CON program. The bill provides that no healthcare facility would be required to obtain a CON to operate in West Virginia, and the CON program would be terminated and have no force and effect as of January 1, 2027. The bill would also end the authority's cooperative agreement review process, though cooperative agreements approved by the authority prior to January 1, 2027, and activities conducted pursuant thereto, would remain exempt from state and federal antitrust laws.

State Efforts: Midwest

Illinois

In early February 2026, Holland & Knight reported on HB 5000, an amendment to Illinois' healthcare reporting statute, along with its companion bill, SB 3463. The amendment would broaden the type of transactions subject to the existing 30-day reporting period, and expand the definition of a covered transaction to capture private equity companies.

Additionally, in a reversal of the rising trend toward tighter CPOM restrictions, recently proposed legislation in the Illinois General Assembly aims to ease CPOM restrictions on applied behavior analysts (ABA) and encourage multidisciplinary practices. SB 3807 and HB 5171 hit the docket in February. The bills would repeal Section 150 of the Behavioral Analyst Licensing Act, amend the Professional Services Corporation Act and Professional Limited Liability Company Act, and add language reinforcing that clinical decisions must continue to be made by licensees and not unlicensed owners, officers or agents of an ABA business. SB 3807 did not make it out of committee, but HB 5171 had a hearing on March 27, 2026. Discussions regarding the path ahead for ABA in Illinois are ongoing. To read more about the proposed legislation, see Holland & Knight's alert, " Proposed Illinois Bills Could Unwind Restructuring Deadline for ABA Businesses," March 5, 2026.

Indiana

SB 219 would incorporate the UAPNA into Indiana's business association statutes, requiring any person filing a premerger notification under the federal HSR Act to contemporaneously file a complete electronic copy of the HSR form with the Indiana AG if the filer has its principal place of business in Indiana or maintains annual net sales in the state of at least 20 percent of the HSR filing threshold for the relevant goods or services. Importantly, the proposed act would not limit or replace Indiana's existing healthcare transaction reporting requirement – a notable departure from states such as Illinois, where submission of a copy of the HSR filing is deemed to satisfy the state's healthcare transaction reporting obligation. If passed, Indiana would join Washington, Colorado and California (whose law takes effect January 1, 2027) as states that have enacted UAPNA. New York, Hawaii, West Virginia and the District of Columbia are also considering similar legislation.

Minnesota

In February 2026, Minnesota reintroduced SB 2939, which requires healthcare entities to annually disclose detailed ownership, control and financial data to the Minnesota Commissioner of Health, who would publish annual public reports based on these disclosures. Holland & Knight previously reported on the bill and its companion, House File (HF) 2779, both of which were initially introduced into the legislature in early spring 2025 but failed to pass. The bill's second article would codify and expand Minnesota's CPOM doctrine. In addition to the standard fare of corporate practice restrictions, the bill would require physician-owners to demonstrate "meaningful ownership" of their practices, meaning they must be licensed in Minnesota and substantially engaged in delivering care at the practice. The bill would also prohibit physicians from owning interests in, being employed by or receiving compensation from an MSO unless the physician is a majority owner of the MSO. Notably, the bill would bar MSOs from receiving practice-based compensation or compensation exceeding fair market value for administrative services. Minnesota's approach mirrors the legislative strategies adopted by Oregon in its SB 951.

HF 2771, introduced March 2, 2026, would regulate private equity company acquisitions of nursing homes and assisted living facilities by requiring 120 days' advance notice and AG approval before any transfer of ownership or control. It broadens the definition of "controlling person" to capture private equity fund investors, prohibits post-acquisition practices such as asset-stripping and interference with clinical judgment, mandates that at least 75 percent of public funds be spent on direct resident care, requires annual reporting on finances and quality outcomes, and directs the AG to investigate the impacts of private equity acquisitions over the past decade.

Conclusion

Holland & Knight will continue to monitor the progress of these bills as they move through the federal and state legislative processes. Based on the sheer number, more bills are expected to advance and ultimately pass into law, but a more significant number will likely stall out in committee or fail to meet legislative deadlines.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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